SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 28, 2005 Merrill Lynch & Co., Inc. ------------------------- (Exact name of Registrant as specified in its charter) Delaware 1-7182 13-2740599 - ---------------------------------------------------------------------------- (State or other (Commission (I.R.S. Employer jurisdiction of File Number) Identification No.) incorporation) 4 World Financial Center, New York, New York 10080 - ----------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (212) 449-1000 -------------- - ----------------------------------------------------------------------------- (Former name or former address, if changed since last report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 8.01. Other Events ----------- Exhibits are filed herewith in connection with the Registration Statement on Form S-3 (File No. 333-122639) filed by Merrill Lynch & Co., Inc. (the "Company") with the Securities and Exchange Commission covering Medium-Term Notes, Series C (the "Notes") issuable under an indenture dated as of April 1, 1983, as amended through the date hereof, between the Company and JPMorgan Chase Bank, N.A. (as so amended, the "Indenture"). In connection therewith, the Company will issue "Medium-Term Notes, Series C," under the Indenture. The exhibits consist of the form of Medium-Term Notes, Series C, 2% Notes Linked to the Performance of the Dow Jones CBOT Treasury Index due July 28, 2008 and form of opinion of counsel relating to issuances of Medium-Term Notes, Series C, 2% Notes Linked to the Performance of the Dow Jones CBOT Treasury Index due July 28, 2008. Item 9.01. Financial Statements and Exhibits --------------------------------- (c) EXHIBITS (4) Instruments defining the rights of security holders, including indentures. Form of Merrill Lynch & Co., Inc.'s Medium-Term Notes, Series C, 2% Notes Linked to the Performance of the Dow Jones CBOT Treasury Index due July 28, 2008. (5) & (23) Opinion re: legality; consent of counsel. Form of Opinion of Sidley Austin Brown & Wood LLP relating to the Medium-Term Notes, Series C, 2% Notes Linked to the Performance of the Dow Jones CBOT Treasury Index due July 28, 2008 (including consent for inclusion of such opinion in this report and in Merrill Lynch & Co., Inc.'s Registration Statement relating to such Notes). SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized. MERRILL LYNCH & CO., INC. ------------------------- (Registrant) By: /s/ John Laws ---------------------------------- John Laws Assistant Treasurer Date: July 28, 2005 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 MERRILL LYNCH & CO., INC. EXHIBITS TO CURRENT REPORT ON FORM 8-K DATED JULY 28, 2005 Commission File Number 1-7182 Exhibit Index Exhibit No. Description Page - ---------- ----------- ---- (4) Instruments defining the rights of security holders, including indentures. Form of Merrill Lynch & Co., Inc.'s Medium-Term Notes, Series C, 2% Notes Linked to the Performance of the Dow Jones CBOT Treasury Index due July 28, 2008. (5) & (23) Opinion re: legality; consent of counsel. Form of Opinion of Sidley Austin Brown & Wood LLP relating to the Medium-Term Notes, Series C, 2% Notes Linked to the Performance of the Dow Jones CBOT Treasury Index due July 28, 2008 (including consent for inclusion of such opinion in this report and in Merrill Lynch & Co., Inc.'s Registration Statement relating to such Notes).